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 4.4 TERMINATION FOR NON-DELIVERY:

 The parties agree that if Delivery of the Aircraft has not occurred
 for any reason whatsoever including, without limitation, any
 circumstance described in Clause 4.2 or 4.3 above, on or before the
 Final Delivery Date, then unless the parties shall have agreed in
 writing to extend the Delivery Date and the Final Delivery Date,
 this Agreement shall immediately terminate. Upon such termination,
 neither party will have any further obligations or liability under
 this Agreement other than pursuant to Clause 15.8 except that Lessor
 will repay the amount of the Security Deposit.

 4.5 PURCHASE OF AIRCRAFT:

 Lessee agrees that Lessor's obligation to deliver the Aircraft to
 Lessee under the terms of this Agreement is expressly subject to
 Lessor obtaining good title to the Aircraft from Initial Purchaser
 pursuant to the Aircraft Purchase Agreement.

5. PAYMENTS

 5.1 SECURITY DEPOSIT AND LETTER OF CREDIT:

 (a) PAYMENT: Lessee shall pay to Lessor a Security Deposit in cash
 in the amount defined as the Security Deposit Amount in
 Schedule 7 hereof in the following installments:

 (i) US\*\*Material Redacted\*\* at the time this Agreement is
 executed;

 (ii) US\*\*Material Redacted\*\* three months prior to Delivery
 Date; and

 (iii) the balance to be paid no later than three Business Days
 prior to Delivery Date.

 (b) CONCERNING THE SECURITY DEPOSIT: